SEPARATION AGREEMENT
This
Separation Agreement (this “Agreement”), dated as of December 14, 2005, is made
and entered into by and between Xxx X. Xxxxxx (“Xxxxxx’) and FPIC Insurance
Group, Inc. (the “Parent”) and its subsidiaries, affiliates, successors,
assigns, officers, directors and employees (collectively with the Parent, the
“FPIC Group”).
RECITALS
WHEREAS,
Xxxxxx currently serves in the following positions (collectively, “Officer and
Director Positions”): Executive Vice President and Chief Financial Officer of
the Parent; and various positions as an officer, director and/or trustee of
various other entities included in the FPIC Group and various employee benefit
plans and trusts for FPIC Group employees;
WHEREAS,
Xxxxxx and the Parent are parties to an Employment Agreement, originally entered
into November 22, 1999, amended from time to time prior to the date hereof
(as
so amended, the “Employment Agreement”); and
WHEREAS,
the parties agree that Xxxxxx’x employment with the Parent and his various
positions with the FPIC Group will continue temporarily and then terminate
as
set forth in this Agreement notwithstanding the terms of the Employment
Agreement;
NOW,
THEREFORE, in consideration of the mutual undertakings and agreements set forth
herein, the parties agree as follows:
1. Resignation
from Officer and Director Positions.
Xxxxxx
hereby resigns from all Officer and Director Positions, effective 5:00 p.m.
on
December 31, 2005.
2. Separation
from Employment.
Xxxxxx
and FPIC agree that notwithstanding Xxxxxx’x resignation from Officer and
Director Positions, Xxxxxx will continue as a non-officer employee of Parent
until 5:00 p.m. on March 31, 2006. As an employee from January 1, 2006, to
March
31, 2006 (the “Separation Date”), Xxxxxx will use reasonable efforts to effect a
smooth transition of Xxxxxx’x duties as Chief Financial Officer of the Parent to
Xxxxxx’x successor as Chief Financial Officer of the Parent and will advise and
assist his successor as well as other senior officers of the Parent and other
members of the FPIC Group with respect to the preparation and issuance of
financial statements and reports with respect to the FPIC Group’s business
activities for the year ending December 31, 2005.
3. Release
of FPIC by Xxxxxx.
Except
as specifically set forth in this Agreement, effective as of the “Effective
Date” as defined in Section 12 of this Agreement, Xxxxxx, on behalf of himself
and his respective heirs, legal representatives, fiduciaries, agents, attorneys,
successors and assigns, hereby releases and forever discharges the FPIC Group
and the FPIC Group’s agents, attorneys, insurers and reinsurers (the “FPIC
Releasees”) from all actions, causes of action, suits, debts, claims, sums of
money, contracts and/or contract obligations (except as specifically set forth
in this Agreement), controversies, promises, damages, judgments, and demands
whatsoever, in law or equity, state, federal or local, against the FPIC
Releasees that he (and his respective heirs, legal representatives, successors
and assigns) ever had, now has or hereafter can, shall or may have against
the
FPIC Releasees relating to his employment with FPIC or his separation therefrom,
and to the Officer and Director Positions and his resignation therefrom, from
the beginning of time to the “Effective Date” as defined in Section 12 of this
Agreement, including, but not limited to:
a. the
Civil
Rights Acts of 1964 (as amended); the Age Discrimination in Employment Act
of
1967, as amended; the Americans with Disabilities Act of 1990; the
Rehabilitation Act of 1973; the Equal Pay Act of 1963; and the Employee
Retirement Security Act of 1964, as amended;
b. the
laws
of the State of Florida concerning wages, employment and discharge; any City
of
Jacksonville employment laws; or any other law, rule, regulation or ordinance
pertaining to employment, terms and conditions of employment, or termination
of
employment;
c. claims
arising out of any legal restrictions of the right to terminate the FPIC Group’s
employees, such as wrongful or unlawful discharge or related causes of
action;
d. intentional
infliction of emotional distress or any other tortious conduct;
e. violations
of any contract or promise, express or implied;
f. claims
to
payments or benefits under any employment, severance, or other
employment-related agreement; and/or
g. state
or
federal whistleblowers or similar acts.
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4. Release
of Xxxxxx by the FPIC Group.
Except
as specifically set forth in this Agreement, effective as of the “Effective
Date” as defined in Section 12 of this Agreement, the Parent, on behalf of
itself and the other members of the FPIC Group, hereby releases and forever
discharges Xxxxxx and his respective heirs, legal representatives, agents,
attorneys, successors and assigns from all actions, causes of action, suits,
debts, claims, sums of money, contracts and/or contract obligations (except
as
specifically set forth in this Agreement), controversies, promises, damages,
judgments, and demands whatsoever, in law or equity, state, federal or local,
against Xxxxxx that the FPIC Group ever had, now has or hereafter can, shall
or
may have against Xxxxxx relating to his employment with the FPIC Group or his
separation therefrom, and to the Officer and Director Positions and his
resignation therefrom, from the beginning of time to the “Effective Date” as
defined in Section 12 of this Agreement.
Notwithstanding
anything to the contrary contained in this Agreement, including but not limited
to the release provisions of this Section 4, Xxxxxx’x Indemnification Agreement
dated November 6, 1999, and the provisions of Section 4(h) of the Employment
Agreement shall remain in full force and effect.
5. Compensation
and Benefits.
Following the termination of the Employment Agreement as of the “Effective Date”
as defined in Section 12 of this Agreement, and following the Separation Date
through March 31, 2007 (the “Compensation Termination Date”), Xxxxxx will
continue to receive (i) a salary at the rate of $350,000 per annum, payable
in
the same manner as immediately prior to the date of this Agreement, (ii) annual
Employee Incentive Compensation in respect of the calendar year 2005 (but not
in
respect of the calendar year 2006 or any portion thereof), payable in accordance
with the FPIC Group’s existing policy, and (iii) all benefits described in
Section 6 of this Agreement; provided, however, that if after the Separation
Date the Parent is unable to continue to provide such benefits to Xxxxxx at
substantially the same cost it would incur were Xxxxxx still employed by the
Parent (the “Benefit Cost”), the Parent shall have the right to pay Xxxxxx the
Benefit Cost of such benefits in lieu of continuing to provide such benefits
to
Xxxxxx. It is further provided, however, that if Xxxxxx directly or indirectly
engages in or acts as an executive of or consultant for any trade or occupation
that is in competition with the FPIC Group, such salary and benefits shall
thereupon terminate.
6. Benefits.
The
“benefits” referred to in Section 5 of this Agreement shall mean: (i) a
continuation of the existing monthly automobile allowance and automobile expense
reimbursements currently received by Xxxxxx; (ii) health and dental benefits
(substantially as provided under the Employment Agreement), provided as COBRA
continuation coverage after the Separation Date; (iii) life, short term
disability and long term disability insurance, substantially as provided under
the Employment Agreement; (iv) Deerwood Country Club dues ($387.49 per month),
substantially as provided under the Employment Agreement, plus a lump sum
payment (up to $10,000) on the Compensation Termination Date equal to the
balance at such date of the currently amortizing capital assessment; (v) office
cell phone benefits (substantially as provided under the Employment Agreement);
and (vi) continuation (by contribution, substantially as under the Employment
Agreement, or payment at approximately the same time of amounts that would
have
been contributed under the Employment Agreement) with respect to the FPIC
Insurance Group, Inc. Defined Benefit Pension Plan; the Florida Physicians
Insurance Company Excess Benefit Plan; the FPIC Insurance Group, Inc. Defined
Contribution (and Profit Sharing) Plan and the FPIC Insurance Group, Inc.
Deferred Compensation Plan.
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7. Officer
and Director Indemnification.
The
FPIC Group will not change its currently existing indemnification protections
in
a way that would adversely affect Xxxxxx more than then active officers and
directors except to the extent required by law, regulation or rules of
applicable stock trading markets.
8. Death
of Employee.
This
Agreement shall terminate on the date of Xxxxxx’x death, and the Parent shall
pay, in a lump sum, to the estate or personal representative of Xxxxxx the
unpaid balance of Xxxxxx’x annual salary, together with all other accrued
benefits under Section 6 of this Agreement to the date of death.
9. Return
of Property.
On or
before the Separation Date, Xxxxxx shall turn over to the FPIC Group all of
the
FPIC Group’s property, both tangible and intangible.
10. Non-Disparagement.
Except
as may be compelled by a court of law, neither party shall take any action
(including, without limitation, the making of any oral or written statement)
that damages the reputation of the other.
11. Xxxxxx’x
Legal Fees.
The
Parent shall pay or reimburse Xxxxxx for his attorneys’ fees payable to Xxxxx,
Xxxxxx & Xxxxx (up to $6,000 in the aggregate), with an IRS form 1099 issued
to Xxxxx, Xxxxxx & Xxxxx with respect thereto.
12. Effective
Date.
Xxxxxx
acknowledges that he has been offered the opportunity to consider this Agreement
for twenty-one (21) days, until January 4, 2006, before executing it, although
Xxxxxx may accept it by execution at any time within such twenty-one (21) day
period. In addition, Xxxxxx may revoke this Agreement in writing by sending
notice of revocation to FPIC Insurance Group, Inc., 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxxx, XX 00000, Attention: Xxxx Xxxxx, President, within seven
calendar days following its execution by Xxxxxx. This Agreement shall become
effective at the close of business seven days after its execution by Xxxxxx
(the
“Effective Date”). Xxxxxx’x revocation of this Agreement prior to the Effective
Date shall not be considered or be a revocation of his resignation from Officer
and Director Positions as provided in this Agreement. In the event of such
revocation, Xxxxxx will be deemed to have given a 90 day notice in accordance
with Section 1 (b) of the Employment Agreement terminating his employment as
provided therein effective March 31, 2006; however, Xxxxxx will remain a
non-officer employee from January 1, 2006, through March 31, 2006.
13. Counterparts.
This
Agreement may be executed in any number of separate counterparts, all of which
taken together shall be deemed to constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as
set forth below.
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| FPIC INSURANCE GROUP, INC. | ||
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| By: | /s/ Xxxx X. Xxxxx | |
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Xxxx X. Xxxxx |
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| President | ||
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| By: | /s/ Xxx X. Xxxxxx | |
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Xxx X. Xxxxxx |
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| Date of Execution: December 14, 2005 | ||
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